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In the last two years, Sell-side deals have cratered for a variety of reasons:

  1. Valuation Discrepancies: Differences in valuation expectations between the buyer and seller. It can be challenging to reach a mutually acceptable agreement.
  2. Due Diligence Issues: During the due diligence process, the buyer may uncover issues with the target company that were not disclosed or fully understood during the initial stages of negotiation. These issues could include financial discrepancies, legal concerns, operational challenges, or undisclosed liabilities.
  3. Financing Challenges: Inability to secure the necessary financing for the transaction, which happens due to changes in the financial markets, lender requirements, or the buyer’s inability to meet financing conditions.
  4. Regulatory or Legal Obstacles: Regulatory approvals or legal hurdles can delay or derail a sell-side deal. This could include antitrust concerns, government regulations, contractual obligations or legal disputes that arise during the negotiation process.
  5. Changes in Market Conditions: Economic or industry-specific factors can impact the viability of a sell-side deal. Changes in market conditions, such as shifts in consumer behavior, technological advancements, or geopolitical events, may cause either party to reconsider the terms of the transaction or walk away altogether.
  6. Cultural Misalignment: Cultural compatibility between the buyer and seller is crucial for the long-term success of the combined entity. Significant cultural differences may result in deal failure.
  7. Management or Key Personnel Concerns: The departure of key executives or personnel during the negotiation process can raise concerns for both parties.
  8. External Events: Unexpected events, such as natural disasters, global economic downturns, or specific changes in the industry may disrupt the business environment and create uncertainty.